A foreign company’s branch in the new Commercial Register: who files the application, what the time limits are and what happens on refusal

With effect from 17 August 2026, Act No. 29/2026 Coll. replaced the previous Act on the Commercial Register. For a foreign company establishing an organisational unit in Slovakia, the reason for registering the unit has not changed: its authorisation to carry on business still arises only on registration (Section 21(4)(b) of the Commercial Code). What has changed is how it is registered, who decides on registration, how quickly, and what happens when the application is not in order. The new Act treats the unit as a branch of a foreign legal entity (Section 8(f)).

Who files the application and with whom

The applicant is expressly designated:

An application for registration of an established branch of a foreign legal entity shall be filed by the foreign legal entity.

— Section 46(6) of Act No. 29/2026 Coll. (unofficial English translation)

The foreign company acts through its statutory body or a representative. The court and the registrar will, however, have regard only to a power of attorney granted to a lawyer, a notary or an employee of the principal (Section 47(1)). The application may be filed with the registry court or with a notary acting as registrar; the registrar carries out registration both on first registration and on changes to an entry, with a few exceptions, for example in the case of conversions (Sections 42(1) and (2), Section 95). Deletion of a branch falls outside that scope and is carried out by the registry court. A notary who prepared the registration documents for the company may not carry out the registration themselves (Section 96). For a branch established by the simplified route using the electronic form designated for that purpose, the Žilina District Court has jurisdiction (Section 4(4)).

The application is filed exclusively electronically through the designated form on the dedicated portal and must be authorised, failing which it is disregarded. The person filing it must have an activated electronic mailbox (Sections 44(1) and (2)). All registration documents must be attached to the application at once (Section 44(3)).

What the register examines

The registering authority first examines the general requirements: whether the application was filed by an authorised person, whether it contains all the particulars to be registered, whether they match the supporting documents, and whether those documents take the prescribed form (Section 50(1)). For a branch of a foreign legal entity with its seat in a Member State, the particulars registered include the address of the place of activity, the line of business, the head of the branch, any holder of procuration where procuration has been granted, and particulars of the founder, including its statutory body (Section 21(1)); for a founder outside the Member States, also the law by which it is governed, its line of business and its registered capital (Section 21(2)).

A special examination is added to that. In respect of the head, the register consults the register of disqualifications, and for a foreign national from a country outside the EU, the EEA and the OECD it verifies their residence permit (Sections 51(3) and (4)); this is discussed in detail in our answer on the head of an organisational unit who is a foreign national. The line of business must correspond to the authorisation granted by the competent authority, typically a trade authorisation (Section 51(5)). Where the branch is established by the simplified route, the head’s age, legal capacity and integrity are also examined, together with whether they are recorded as a debtor in the register of authorisations to conduct enforcement proceedings, and whether the founder has an account with a bank in a Member State (Section 53(3)).

Two business days and a future date

Where the conditions are satisfied, registration is swift:

Where the examination carried out under Sections 50 to 57 establishes that the conditions for carrying out the registration are satisfied, the registry court shall carry out the registration within two business days of the date of delivery of the application for registration […]

— Section 58(1) of Act No. 29/2026 Coll. (unofficial English translation)

The same time limit applies to the registrar. For serious operational reasons it may be extended by the president of the court or the president of the chamber of notaries, by no more than ten days (Sections 119 and 120). The application may also state a future date on which the entry is to be made, except for a branch established by the simplified route (Section 58(3)). After registration the applicant receives a confirmation and an extract from the Commercial Register (Section 58(4)), and the extract is also made available to the tax office within seven days (Section 101(1)).

When the application does not succeed

The rules on defective applications are strict. An application filed with the registry court cannot be withdrawn or supplemented (Section 44(5)). If the court refuses registration, the defect can be cured only by objections filed within 15 days of delivery of the notification, together with the registration documents (Sections 44(6), 60(1) and (2)); the court decides on them within ten business days (Section 60(4)). Against a repeated refusal only qualified objections are admissible, and for those the applicant must be represented by a lawyer or a notary (Sections 62(2) and (3)). A notary acting as registrar proceeds differently: where there are defects, the notary invites the applicant to supplement the application within 15 days (Section 45(6)), and qualified objections against the notary’s refusal are filed with the court (Section 62(1)).

For a foreign company this means that foreign instruments, translations and specimen signatures must be complete before filing. Documents are deposited in the collection of documents in the official language, or in a foreign language with a certified translation (Section 40); which documents these are in the case of a branch is listed in Section 35(1), from the founding document and the founder’s financial statements to the specimen signature of the head.

After registration and for existing units

The particulars published about the unit in Slovakia are decisive for business dealings with the unit even where they differ from the particulars about the founder in its home register (Section 7(8)). The Slovak entry therefore needs to be kept up to date and changes in the parent company must be monitored; how, is examined in our answer on a change of the parent company’s managing director and the Slovak unit. If a company has several units in Slovakia, it may deposit the founder’s documents in the collection of only one of them, as it chooses, and for the others a reference to that collection is given (Section 35(2)).

Units registered before 17 August 2026 are deemed to be registered under the new Act as well, and proceedings commenced before that date are completed under the previous legislation (Sections 126(1) and (2)). Every new application, however, including an application for a change or for deletion, is already filed under the new rules; deletion is discussed in our answer on winding up an organisational unit and its deletion.

We will prepare the application for registration, the registration documents and the timetable with the foreign side as part of our organisational unit in Slovakia service. As lawyers, we can also represent the foreign company in the proceedings, including in objections.